A. Authority. These Division Administrative Bylaws are promulgated under the authority of Article VII, Sec. 2, of the Bylaws of the United States Fencing Association (USFA), by its Board of Directors relating to Division administration.

B. Division Title. This Division shall be designated as set the Plains Texas Division and referred herein as the "Division."

The mission of the Plains Texas Division is to enhance the quality and performance of the sport of fencing and expand the network of Members and Member Clubs of the USFA within the boundaries of this Division, thereby offering greater numbers of people the opportunity to benefit from the USFA program by focusing on the goals and purposes of this organization as specified by Article II of the Bylaws of the USFA.

In order to carry out the Mission, the voting Officers of this Division are empowered to manage USFA programs and activities within this Division, and to act as stewards of the USFA's assets for this Division. Using such powers and assets, this Division shall:

This Division shall not adopt any policy in conflict with any policy of the USFA, and its actions shall be consistent with the purposes and ideals of the USFA. These Administrative Bylaws shall be deemed automatically modified and amended so that they shall at no time be in conflict or inconsistent with the Articles of Incorporation, Bylaws or policies established by the Board of Directors of the USFA, as they now exist or hereafter may be changed or amended.

Membership in this Division shall be in accordance with Articles IV and XIV, Sec.1, of the Bylaws of the USFA. "Membership," and "Members," as used herein shall refer to USFA member clubs and/or persons.

A. With USFA Members. This Division shall have no liability to any third party for any debt or obligation of any Member, nor shall any Member have any liability to any third party for any debt or obligation of this Division or any other component of the USFA.

B. With the USFA. This Division is an integral part of the USFA, a Colorado Nonprofit Corporation and, as an administrative unit of that corporation, its activities and affairs shall be managed, and its powers exercised, under the ultimate direction of the Board of Directors of the USFA. This Division is not an independent or autonomous legal entity.

The geographic boundaries of this Division shall be as set forth and approved by the Board of Directors of the USFA.

A. Division Officers. The Officers of this Division shall be a Division Chairman, a Division Vice Chairman, a Division Secretary, and a Division Treasurer. In addition to these Officers, the Division may have such other Chairmans as the Division Executive Committee may from time to time provide.

B. Elective Officers. The elective Officers of this Division shall be the Division Chairman, the Division Vice Chairman, the Division Secretary, and the Division Treasurer. The election of Officers shall take place at the Annual Meeting of the Division Council. The report of the Division Nominating Committee shall be submitted in writing to all members of the Division Council at least two (2) weeks prior to the election meeting. Nominations may also be made from the floor by any member of the Division Council. All elections shall be by secret ballot, unless a secret ballot is dispensed with by unanimous vote. A majority of the votes cast is necessary for an election.

C. Other Elective Positions.

D. Qualifications. All elected Division Officers must be individual members of this Division and must be in good standing with the USFA under Article V, Sec. 6, of the Bylaws of the USFA. Only voting members may hold an elective office. No person may take or hold a position as an elected Division Officer while simultaneously serving on the Board of Directors of the USFA in accordance with Article VI, Sec. 2, of the Bylaws of the USFA.

E. Term of Office. The terms of all Division Officers shall commence at 12:01 am on the first day of the USFA membership year and end on midnight of the last day of that same membership year.

F. Vacancies. A vacancy in any elective Office shall be filled by the Division Executive Committee based upon the recommendation of the Division Chairman, or upon recommendation of the highest elected Division Officer if the vacancy is in the office of Division Chairman. Such appointment shall become effective immediately and will run until the next succeeding Division Council meeting at which time such appointment shall be confirmed or another individual member elected to the Office.

G. Resignation or Removal. Any Officer may resign at any time, provided that any resignation must be in writing, and will be effective on delivery to the Division Secretary or the Division Chairman, unless the resignation provides for a later effective date. Any member of the Division Executive Committee may be removed from Office by a two-thirds vote of those voting members present at a Special Meeting of the Division Council. Any appointed Officer may be removed from office at the Division Chairman's discretion by the Division Chairman. Such removal of an appointed Officer shall become effective immediately; appointment of a replacement shall be made by the same procedure as the original appointment. The members of the Division Executive Committee are responsible to the Board of Directors of the USFA, and may be removed at any time by that Board if it finds it to be in the best interests of the USFA or its Members to do so.

H. Compensation. No Division Officer shall receive a salary or other compensation in their capacity as a Division Officer, except a return for expenses incurred for the benefit of the organization and only to the extent provided for in the adopted Division budget.

A. In General. The Division Officers shall have such obligations, responsibilities, and duties as may be set forth in policies and procedures prescribed from time to time by the Board of Directors or in the Articles of Incorporation or Bylaws of the USFA, in these Administrative Bylaws, or in standing rules or policies adopted by the Division Council of this Division. The authority delegated by the Board of Directors of the USFA to Division Officers to act as stewards of the USFA's resources in the Division is subject at all times to the ultimate direction of the Board.

B. Division Chairman. The Division Chairman shall make reports to, and receive guidance from, the Division Council in matters pertaining to Division organization, programs, and procedures, but the Division Chairman shall be ultimately responsible to the Board of Directors of the USFA in the exercise of his or her powers and duties. The Division Chairman shall uphold and promote the purposes of the USFA in the Division. As the representative of the USFA, the Division Chairman, personally and through the Division Vice Chairman, shall carry out the programs approved by the Board of Directors and the Division Council. The Division Chairman presides at all meetings of the Division Council and the Division Executive Committee; fills such appointive offices as are provided for in these Administrative Bylaws, subject to the approval of the Division Executive Committee; authorizes withdrawals of Division funds, in the manner and to the extent provided in Article XII of these Administrative Bylaws; and must approve all withdrawals chargeable to the Division on the books of the USFA. By the published deadlines, the Division Chairman shall ensure the submission to the Board of Directors of the USFA any reports that may be required by the Board of Directors. The Division Chairman shall provide to each voting Member in this Division, copies of the adopted budget, the report of the Audit Committee, and such other reports as the Board of Directors of the USFA from time to time may require. The Division Chairman shall serve as a full voting member of the Division Executive Committee.

C. Division Vice Chairman. The Division Vice Chairman is the second ranking member of the Division Executive Committee, and presides over that body and the Division Council in the absence of the Division Chairman. The Division Vice Chairman has the responsibility for: preparing and conducting Division Qualifying events; promoting Division-wide fencing events; formulating of specific recognition programs; promoting an increase in individual membership and retaining members in the Division; the recruitment and training of committee members to promote fencing throughout the Division. The Vice Chairman shall serve as a full voting member of the Division Executive Committee.

D. Division Secretary. The Division Secretary shall have custody of this Division's Administrative Bylaws and all other records and documents of this Division; shall keep the minutes of the meetings of the Division Executive Committee; and shall transmit the same to the successor. The Division Secretary shall have charge of all Division correspondence, and shall perform such other duties as may be prescribed by the Division Chairman or Division Council. In addition, and subject to review by the Executive Committee upon the petition of any aggrieved party, the Secretary shall make all initial decisions regarding questions of membership status, rights and privileges; qualification to fence in competitions sanctioned by the Division; and issues of representation of Members. The Division Secretary shall serve as a full voting member of the Division Executive Committee.

E. Division Treasurer. The Division Treasurer shall have charge of all funds and other personal property of the Division and shall transmit the accounts and all undistributed funds to the successor. The Division Treasurer shall disburse all funds upon order of the Division Chairman, as provided herein, and shall perform such other duties as may be prescribed by the Division Chairman. The Division Treasurer shall assist the Division Chairman or the Division Chairman's designee in the formulation of proposed budgets for consideration and review by the Division Executive Committee. The Division Treasurer shall serve as a full voting member of the Division Executive Committee.

A. Composition. The Division Council shall consist of the Division Executive Committee, as defined in Article XI(a) hereof, and the voting members in the Division as established in Article IV, Sec. 2, of the Bylaws of the USFA. These shall be the only voting members of the Division Council, and references made in these Administrative Bylaws to "members of the Division Council" shall mean only voting members.

B. Authority. The Division Council shall operate with powers delegated to the Division Council by the Board of Directors of the USFA, and is subject at all times to the ultimate direction of the Board of Directors and the Articles of Incorporation, Bylaws, policies, and decisions of the USFA, and these Administrative Bylaws. The Division Council shall serve as the administrative governing body of the Division, shall conduct all business of the Division, shall assume responsibility for the payment of all debts incurred in the presentation of Division Council meetings and other Division functions, and shall not assess or impose any financial obligation on any Member. (Members of this Division are responsible for their own individual competition fees, clinic fees, camp fees, and other fees or costs incurred as the result of their participation in related activities.)

A. Annual Meeting. The Division Council shall hold at least one (1) regular meeting during each year, with the schedule of such meeting to be fixed by the Executive Committee at least six (6) weeks prior to the due date on the USFA Annual Division Reporting form, with notification to all members at least two (2) weeks prior to the meeting date. This required meeting shall be called the

"Annual Meeting."

B. Special Meetings. Special meetings of the Division Council may be called by the Division Chairman, a majority of the Division Executive Committee, or not less than one-fourth of the members of the Division Council. Notice thereof shall be sent in writing to all Division Council members at least two (2) weeks prior to the date of such meeting, and shall set forth the purpose for which such meeting is called, but any business otherwise valid may be transacted at the meeting.

C. Quorum.

D. Proxies. Any voting member may designate, in writing, any other voting member of the Division Council to act as proxy for him or her at any Division Council meeting. The written and signed proxy must be presented at the meeting in which the designee will vote the proxy.

E. Voting. Each member of the Division Council in attendance at a Council meeting, or his or her proxy as authorized by subparagraph (d) hereof, is entitled to one (1) vote. Any voting member who carries the proxies of others is entitled to as many votes as they have proxies plus their one vote. Any specific question or matter which might be passed at a Special Meeting of the Division Council may be submitted to a vote by mail upon recommendation of the Executive Committee. Members of the Executive Committee may vote by mail as established in these Bylaws.

A. Division Executive Committee. The Division Chairman, Division Vice Chairman, Division Secretary, Division Treasurer, and club representative(s) from each USFA Member Club, as elected in accordance with Article VII of these Bylaws, shall be the Division Executive Committee, which shall have all functions and powers of the Division Council except such powers as may be reserved by the Division Council to itself; subject at all times to the general direction and approval of the Division Council. Four (4) members of the Division Executive Committee shall constitute a quorum. This Committee shall prepare a budget covering estimated receipts and expenditures for the ensuing year, and develop a calendar of tournaments and other events. The proposed budget and calendar shall be mailed to all members of the Division. The Division Executive Committee shall have such other duties as are delegated to it by the Division Council. Decisions of the Division Executive Committee may, from time to time, require a vote. Committee members may vote by mail or telephone. The results of all voting shall be made available to each member of the Division Executive Committee as soon as feasible after all votes have been received and tabulated.

B. Division Nominating Committee. The Division Chairman shall appoint a Division Nominating Committee at least thirty (30) days prior to the Annual Meeting of the Division Council, which shall consist of no fewer than three (3) members of the Division Council. The Committee shall operate under the procedural rules adopted by the USFA Board of Directors for the selection of candidates for the elective Division Offices and shall submit its report in writing to all members of the Division Council at least two (2) weeks prior to the Annual Meeting.

C. Audit Committee. Each year the Division Chairman shall appoint an Audit Committee consisting of at least three (3) individual members who are not members of the Executive Committee. The report of this Committee shall be provided to the Division Council within thirty (30) days after the close of the audit.

D. Other Committees. Other Committees may be appointed from time to time as may be deemed advisable by the Division Chairman or the Executive Committee.

A. Finances. The conduct of this Division's financial affairs shall be subject to policies established by the USFA Board of Directors from time to time. Payments of Division expenses shall be made only for expense items benefitting the Division and consistent with the purposes and policies of the USFA. The USFA will transfer funds to the Division quarterly in accordance with Article V, Sec.

2, of the USFA Bylaws. All disbursements of Division funds shall be subject to the approval of the Division Council and shall be in accordance with the Division budget unless otherwise approved by the USFA Board of Directors.

B. Records. The outgoing Division Officers shall transfer to the incoming Officers, in good order, the complete records of their respective Offices by the beginning of the administrative year or as soon thereafter as possible.

Robert's Rules of Order Newly Revised shall be the final authority as to parliamentary procedure insofar as they do not conflict with any provision of these Administrative Bylaws, the Articles of Incorporation or Bylaws of the USFA, policies and procedures set by the Board of Directors of the USFA from time to time, or applicable law.

This Division shall not take any official position on any issue of local, state, or national public policy, or otherwise engage in any legislative lobbying. This Division shall not participate or intervene in any way in any campaign of any person for any public office.

This Division shall not file any lawsuit as a party plaintiff, hire legal counsel, file any response to any lawsuit or take any other legal action without the prior written approval of the Executive Director of the USFA. In the event this Division is served with any summons, complaint, subpoena, injunction, or other form of legal process, the Division Officer receiving the legal process shall so notify USFA Headquarters within twenty-four (24) hours of such service.

This Division shall be governed by, and these Administrative Bylaws shall be construed in accordance with, the laws of the State of Colorado, where the USFA is incorporated, regardless of where this Division is located.

A. Amendments to these Administrative Bylaws may be made by the Board of Directors of the USFA through due process, or by a two-thirds majority vote of those present at a Division Council where a quorum is present. Proposed changes to amendments shall be mailed to all voting members at least thirty (30) days prior to the meeting date at which the amendment will be brought to the floor

for vote. Proposed changes passed by council shall be mailed to USFA Headquarters for approval.

B. Policies and standing rules applicable only to this Division may be adopted by the Board of Directors of the USFA, or by the Division Council of this Division. Such policies and rules must be submitted promptly to USFA Headquarters to be kept on file, and must not be in conflict with any provision of these Administrative Bylaws, the Articles of Incorporation or Bylaws of the USFA, policies adopted by the Board of Directors, or applicable law. The Board of Directors of the USFA has the right to review, disapprove, or modify any such policy or standing rule.

GLOSSARY OF GOVERNING DOCUMENTS

The following glossary collect definitions found throughout the governing documents for convenient reference. However, this glossary does not contain every term used in the governing documents, nor are these summary definitions intended to substitute for the full definitions given in the governing documents themselves. If any question should arise concerning the definition of any term in this glossary, the reader is advised to consult the governing documents. Nothing in this glossary shall be considered in legally or judicially construing the meaning of any term in the governing documents.

ANNUAL MEETING: The regular yearly meeting of the voting members of Plains Texas Division.

ARTICLES OF INCORPORATION: The Amended and Restated Articles of Incorporation of United States Fencing Association, as filed with the Colorado Secretary of State.

BOARD or BOARD OF DIRECTORS: The Board of Directors of United States Fencing Association (USFA), a Colorado nonprofit public benefit corporation, as defined in the Bylaws of the USFA.

BYLAWS: Depending on the context, either: (1) the Bylaws of the United States Fencing Association, a Colorado nonprofit public benefit corporation; or (2) the Plains Texas Division Bylaws.

CLUBS or MEMBER CLUBS: Groups which have subscribed to the purposes and ideals of the United States Fencing Association (USFA) and have been accepted for membership and who continue to function in compliance with the considerations set forth in the Bylaws, the policies established by the Board of Directors, and the decisions of the Board and its authorized agents and representatives. Clubs are unincorporated associations, existing as legal entities separate from, but

affiliated with, the USFA.

DESIGNATED REPRESENTATIVE: The person through whom a member may exercise their rights and obligations of membership.

DIVISION: Administrative unit of the United States Fencing Association, organized based on the territory covered by groups or adjacent Clubs, whose boundaries are established and modified subject to the approval of the Board of Directors.

DIVISION ADMINISTRATIVE BYLAWS: The central document, as amended, governing administration of the Plains Texas Division, modified from time to time by the Board of Directors.

DIVISION COUNCIL: The Division Council consists of the Division Executive Committee and the voting members of the Division.

DIVISION EXECUTIVE COMMITTEE: The elected officers of the Division (Chairman, Vice Chairman, Secretary, Treasurer), and one representative from each active USFA Member Club in the Division. Committee members must meet eligibility requirements and receive vote approval of the Division Council as set forth in these Bylaws.

DIVISION NOMINATING COMMITTEE: No fewer than three (3) members of the Division Council appointed by the Division Chairman operating under the procedural rules adopted by the USFA Board of Directors for the selection of candidates for the elective Division Offices. The Committee is appointed at least thirty (30) days prior to the Annual Meeting of the Division Council by the Division Chairman. The Committee report is submitted in writing to all members of the

Division Council at least two (2) weeks prior to the Annual Meeting.

DIVISION QUALIFYING EVENTS: Each Division holds qualifying tournaments for Junior Olympic Championships, Division I National Tournaments, and Summer National Tournaments.

INDIVIDUAL MEMBERS: Persons who are members of the United States Fencing Association within the boundaries of the Division.

NONPROFIT: The United States Fencing Association, a Colorado nonprofit public benefit corporation, is a 501(c)(3) organization in accordance with Internal Revenue Code. The Code lists exempt organizations as: Corporations, and any community chest, fund, or foundation, organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual, no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation, (except as otherwise provided in subsection (h)), and which does not participate in, or intervene in (including the publishing or distributing of statements), and political campaign on behalf of (or in opposition to) any candidate for public office."

OFFICERS: Depending on the context, Officer may refer to (1) Division Officers who have voting privileges on the Executive Committee: The Division Officers are Chairman, Division Vice Chairman, Division Secretary, Division Treasurer; or (2)Nonvoting appointed officers.

QUORUM: The minimum number of the voting members required to be present for a meeting to legally transact business. The Bylaws of the Plains Texas Division contain an Article stating the quorum requirements.

STANDING COMMITTEES: Depending on context, any of the following: (1) the Division Executive Committee, the Division Nominating Committee, the Audit Committee, and such other Committees may be appointed from time to time as may be deemed advisable by the Division Chairman or the Executive Committee.

VOTE BY MAIL: A "vote by mail" shall be understood to include written transmissions by surface postal mail, facsimile, or electronic mail (e-mail).

VOTING MEMBER: Persons 18 years of age or older who are individual members of the United States Fencing Association and designated as Plains Texas Division members by the USFA.